UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 1430, 2026

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157


New York			13-0872805
(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)

6400 Poplar Avenue, Memphis, Tennessee			38197
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code: (901) 419-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 per share par value	IP	New York Stock Exchange
Common Stock, $1 per share par value	IPC	London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~EXPLANATORY 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.NOTE

OnThe ~~July~~information ~~14,~~in ~~2026,~~this ~~the~~Current ~~Board~~Report ofon ~~Directors~~Form ~~(the~~8-K ~~“Board”) of International Paper Company~~ (the ~~“Company”~~"Report"), ~~upon~~including the ~~recommendation~~exhibit, ofis ~~the~~furnished ~~Company’s~~pursuant ~~Governance~~to ~~Committee,~~Item 2.02 ~~appointed~~and ~~Katherine~~General ~~Collins~~Instruction ~~and~~B.2 ~~Lori J~~thereunder. ~~Ryerkerk~~Such toinformation ~~serve~~shall asnot ~~independent~~be ~~directors~~deemed to“filed” ~~the~~for ~~Board~~purposes ~~effective~~of ~~October~~Section 18 1,of ~~2026.~~the ~~Ms.~~Securities ~~Collins~~Exchange ~~and~~Act ~~Ms.~~of ~~Ryerkerk's~~1934, ~~terms~~ as ~~independent~~amended, ~~directors~~or ~~will~~otherwise ~~expire~~subject atto the ~~annual~~liabilities ~~meeting~~ of ~~the~~that ~~Company’s~~section, ~~shareowners~~nor inshall ~~May~~it ~~2027 where they will~~ be ~~nominated~~deemed incorporated by ~~the~~reference ~~Board~~in ~~for~~any ~~re-election.~~filing ~~With~~under the ~~appointment~~Securities ofAct ~~Ms. Collins and Ms. Ryerkerk, the Board now consists~~ of ~~13 members~~1933, 12as ~~of whom are independent~~amended.

~~Under~~SECTION ~~the Company’s Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Ms~~2. ~~Collins~~FINANCIAL ~~and Ms~~INFORMATION. Ryerkerk are eligible for an annual cash and equity retainer. The compensation of Ms. Collins and Ms. Ryerkerk will be prorated effective October 1, 2026, and consistent with that provided to all non-employee directors as disclosed in the Elements of our Director Compensation Program section of our proxy statement filed with the U.S. Securities and Exchange Commission on March 27, 2026.

~~The Board has determined that Ms~~Item 2. ~~Collins and Ms~~02. Results ~~Ryerkerk are independent, meet the applicable independence requirements~~ of ~~the~~Operations ~~New York Stock Exchange~~ and ~~the~~Financial ~~Board’s more rigorous standards for determining director independence~~Condition. The selection of Ms. Collins and Ms. Ryerkerk was not pursuant to an agreement or understanding between Ms. Collins or Ms. Ryerkerk and any other person. Furthermore, there are no related party transactions between the Company and Ms. Collins or Ms. Ryerkerk that would require disclosure under Item 404(a) of Regulation S-K.

~~Further,~~On on July 14 30, 2026, ~~members~~International ofPaper ~~the~~Company ~~Board acknowledged~~ (the ~~intentions~~“Company”) ofissued ~~Dr.~~a ~~Kathryn~~press D.release ~~Sullivan~~announcing ~~and~~its ~~Ahmet C. Dorduncu to retire from Board service effective December 31~~preliminary, ~~2026.~~unaudited ~~Neither~~financial ~~Dr.~~results ~~Sullivan~~for ~~nor Mr. Dorduncu’s retirements are due to any disagreement with~~ the ~~Company~~fiscal onquarter ~~any~~ended ~~matter relating to its operations~~June 30, ~~policies, or practices~~2026. ~~Their~~The ~~planned retirements are in accordance with the~~ Company’s ~~Corporate~~will ~~Governance~~host ~~Guidelines,~~a ~~which~~webcast ~~were~~and ~~amended~~conference incall ~~March~~today ~~2026,~~ to ~~eliminate~~discuss ~~the~~results ~~mandatory~~for ~~retirement~~the ~~age~~fiscal ofquarter ~~75,~~ended ~~effective December 31~~June 30, 2026~~, and adopt a 12-year term limit for directors~~. ~~The~~Attached ~~Board~~as ~~thanks~~Exhibit Dr99.1 ~~Sullivan~~ and ~~Mr.~~incorporated ~~Dorduncu~~herein ~~for~~by ~~their~~reference ~~service~~is ~~and~~a ~~contributions~~copy toof the ~~Company~~press ~~during their tenures~~release.

~~Committee~~SECTION ~~appointments~~9. ~~will~~FINANCIAL beSTATEMENTS ~~made~~AND ~~at a later date~~EXHIBITS.

~~On July 17, 2026, the Company issued a press release announcing the appointment of Ms~~Item 9.01. Financial ~~Collins~~Statements and MsExhibits. ~~Ryerkerk to the Company’s Board. A copy of the release is included as Exhibit 99.1 to this Current Report on Form 8-K.~~

(d) Exhibits. The following exhibit is being furnished as part of this Report.

Item 9.01 Financial Statements and Exhibits.




Exhibit Number						Description

99.1						Press Release of International Paper Company dated July 30, 2026

~~(d).~~EXHIBIT ~~Exhibits.~~INDEX

Exhibit Number						Description
ExhibitNumber						Description
99.1						Press ~~release~~Release of International Paper ~~Company~~ dated July 1730, 2026.
104						The cover page from this Current Report on Form 8-K, formatted as inline XBRL.
101						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

International Paper Company

Date:

July 1730, 2026

By:

/s/ ~~Joseph~~Holly RG. ~~Saab~~Goughnour

Name:

~~Joseph~~Holly RG. ~~Saab~~Goughnour

Title:

~~Senior~~ Vice President, ~~General~~- ~~Counsel~~Chief ~~and~~Accounting ~~Corporate Secretary~~Officer

Filing Compare · INTERNATIONAL PAPER CO /NEW/